Filed Pursuant to Rule 424(b)(5)
Registration No. 333-255898
PROSPECTUS SUPPLEMENT
(To
Prospectus dated May 7, 2021)
Up to $30,000,000 of Class A Ordinary Shares represented by American Depositary Shares
Jiayin Group Inc.
We have entered
into a sales agreement with Roth Capital Partners, LLC, which we refer to as Roth, or the sales agent, relating to our Class A ordinary shares, with $0.000000005 par value per share, offered by this prospectus supplement and the accompanying
prospectus. Each ADS represents four Class A ordinary shares. In accordance with the terms of the sales agreement, we may offer and sell our Class A ordinary shares which may be represented by ADSs having an aggregate offering price of up
to $30,000,000 from time to time on the Nasdaq Global Market or other markets for our ADSs in the U.S., through Roth as our sales agent.
Our ADSs are listed on the Nasdaq Global Market under the symbol JFIN. On June 9, 2021, the last reported sale price of our ADSs
on the Nasdaq Global Market was $6.89 per ADS.
Sales of our ADSs, if any, under this prospectus supplement and the accompanying
prospectus may be made in sales deemed to be at-the-market offerings as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended,
(the Securities Act). Roth will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Roth and us. Sales of the shares of our ADSs, if any, through
Roth or directly to Roth acting as principal will be made by means of ordinary brokers transactions on the Nasdaq Global Market, the existing United States trading market for our ADSs, or any other existing trading market in the United States
for our ADSs, sales made to or through a market maker other than on an exchange or otherwise, directly to the sales agent as principal, in negotiated transactions with our prior approval at market prices prevailing at the time of sale or at prices
related to prevailing market prices, or any other method permitted by law. If we and Roth agree on any method of distribution other than sales of our ADSs into the Nasdaq Global Market or another existing trading market in the United States at
market prices, we will file a further prospectus supplement providing all information about such offering, as required by Rule 424(b) under the Securities Act. We may also sell our ADSs to Roth as principal for its own account, at a price per share
agreed upon at the time of sale. If we sell shares to Roth as principal, we will enter into a separate terms agreement setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus or pricing supplement.
Subject to the terms and conditions of the sales agreement and unless otherwise agreed by us and Roth, Roth will use its commercially
reasonable efforts to sell the ADSs offered as our sales agent. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Subject to the terms and conditions of the sales agreement and unless otherwise agreed by us and Roth, we also may sell our ADSs to the sales
agent as principal for its own account to the extent permitted under the Securities Act and the Exchange Act.
The sales agent will be
entitled to compensation at an amount equal to 3% of the gross proceeds from each sale of the ADSs. In connection with the sale of our ADSs on our behalf, the sales agent may be deemed to be an underwriter within the meaning of the
Securities Act of 1933, as amended, and the compensation of the sales agent may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Roth with respect to certain liabilities,
including liabilities under the Securities Act or the Exchange Act of 1934, as amended, or the Exchange Act. See Plan of Distribution beginning on page S-14 of this prospectus supplement for more information regarding our
arrangements with Roth.
Before buying our ADSs, you should carefully consider the risk factors described in Risk
Factors beginning on page S-5 of this prospectus supplement.
Neither the Securities and Exchange Commission, or the
SEC, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Roth Capital Partners
The date of this prospectus supplement is June 10, 2021.